CHINNEY ALLI<0385> - Announcement
The Stock Exchange of Hong Kong Limited takes no responsibility for
the contents of this announcement, makes no representation as to its
accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this announcement.
Chinney Alliance Group Limited
(Incorporated in Bermuda with limited liability)
Placement of existing shares and subscription of New Shares
In Chinney Alliance Group Limited
Summary
150,000,000 existing issued shares of HK$0.01 each in Chinney
Alliance Group Limited (the "Company") (representing approximately
10.70% of the issued share capital of the Company), are today to be
placed to independent investors by Multi-Investment Group Limited
(the "Vendor") at a price of HK$0.10 per share (the "Placement").
The Company has also today entered into a share subscription
agreement with the Vendor under which the Vendor will subscribe for
150,000,000 new shares in the Company also at a price of HK$0.10 per
share.
Placement of Existing Shares in the Company
The board of directors of the Company announces that Tai Fook
Securities Company Limited ("Tai Fook") and Dharmala Securities
Company Limited ("DSL") have today arranged a private placement (the
"Placement") with independent institutions and independent private
investors not connected with the directors, chief executive or
substantial shareholders of the Company or its subsidiaries or their
respective associates, for a total of 150,000,000 existing issued
shares of HK$0.01 each in the share capital of the Company (the
"Placement Shares") at a price of HK$0.10 per share (the "Placement
Price"). Tai Fook has agreed to underwrite the placement of
140,000,000 Shares and DSL has agreed to place 10,000,000 Shares on
a best efforts basis. The Placement Price represents a discount of
approximately 36.7% to the closing price of HK$0.158 as quoted on
The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on
12th May, 1999 and a premium of approximately 19.2% to the average
closing price of HK$0.0839 for the last ten days of trading. The
Placement Shares represent approximately 10.7% of the Company's
existing issued share capital. The Placement is unconditional and
completion is scheduled to take place on 17th May, 1999. DSL is a
wholly owned subsidiary of the Company. The Placees and Tai Fook
are independent of and not connected with Chinney Investments,
Limited, the Company, its directors, chief executives, substantial
shareholders, subsidiaries or any associates of any of them (as
defined in the Listing Rules). The fee payable to DSL for its
placing of 10,000,000 Shares is 1.25% of the placement proceeds
thereof.
Subscription of New Shares in the Company
Pursuant to a subscription agreement dated 12th May, 1999 between
the Vendor and the Company, the Vendor has agreed to subscribe (the
"Subscription") for 150,000,000 new shares of HK$0.01 each of the
Company (the "New Shares"). The New Shares, represent approximately
9.66% of the Company's enlarged issued share capital, will rank pari
passu in all respects with the existing issued shares and will be
issued pursuant to the general mandate granted to the board of
directors on 30th November, 1998. The subscription price for the New
Shares is HK$0.10 per share, which is based on the Placement Price,
but is before placement fees and other expenses in connection with
the placement, which are estimated to amount in aggregate to
approximately HK$400,000.00 and will be borne by the Company.
Immediately prior to the Placement and Subscription, the Vendor and
its associates held approximately 17.6% of the issued share capital
of the Company. Following the Placement, the Vendor and its
associates will reduce the shareholding in the Company to
approximately 6.9% and upon allotment of the New Shares pursuant to
the Subscription, the Vendor and its associates will hold
approximately 15.9% of the enlarged issued share capital of the
Company.
Conditions of the subscription
The Subscription (but not the Placement) is conditional on:
(a) completion of the Placement;
(b) the Listing Committee of the Stock Exchange granting listing
of and permission to deal in the New Shares;
in each case on or before 25th May, 1999 (or such later date as may
be agreed by the Company and the Vendor, provided always that such
date will, in all event be within 14 days of completion of the
Placement).
Use of proceeds from the subscription
The net proceeds of the Subscription amounts to approximately
HK$14.6 million and will be used to reduce bank borrowing and for
the general working capital requirements of the Company.
Application will be made to the Listing Committee of the Stock
Exchange for the listing of and permission to deal in the New Shares
to be issued pursuant to the Subscription.
Subsequent to the release of a paragraph 39.2 announcement by the
Company earlier today, initial discussions with regards to the
Placement commenced at around 3:00 p.m. today and the terms were
negotiated after close of market today.
By Order of the Board
Stephen Yu Sek Kee
Director
Hong Kong 12th, May 1999
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